A number of changes to executive compensation disclosure may occur in 2026, reflecting potential Securities and Exchange Commission (SEC) rulemaking previewed during a July 2025 roundtable discussion as well as separate updates to guidance from ISS and …
Corporate boards and institutional investors have long embedded political risk analysis into governance and stewardship frameworks. But most have focused mitigation strategies on jurisdictions outside the US while considering political risk to be close to …
Key Takeaways: As we turn the calendar to 2026, public companies face an evolving set of legal and market dynamics that will shape governance, transactions and engagement with stockholders. In this Debevoise In Depth, we outline the key issues facing …
In recent decades, corporate compliance programs have become ubiquitous across large organizations. Firms now invest significant resources in compliance infrastructure, often spurred by enforcement actions, regulatory expectations, and the prospect of …
Over the past decade, sustainable and ESG investing has grown rapidly. At the same time, concerns about greenwashing, the exaggeration of environmental or social benefits of financial products, have increased just as quickly. A growing body of research …
In a year of significant regulatory, geopolitical, technological and macroeconomic turbulence, boards have had to manage through an environment of uncertainty. Unpredictability caused by frequent policy shifts and evolving expectations and demands from …
In re Tesla, Inc. Derivative Litigation (Dec. 19, 2025), the Delaware Supreme Court unanimously reversed the Court of Chancery’s rescission of the $56 billion ten-year equity-based incentive compensation package (now valued at $139 billion) that Tesla, in …
Investors and executives have often floated the idea that companies can “do well by doing good.” For example, by leaning into sustainability or promoting fair treatment of workers, companies can enjoy higher profits thanks to talent recruitment, loyal …
Earlier this year, we published research revealing that public companies that settle with activists tend to underperform the market, on average, over the three years following the settlement. Specifically, we examined 634 settlements in the U.S. over 14 …
From an activism perspective, 2025 was a record-breaking year, with more campaigns waged than ever across an increasingly diverse spectrum of public companies. While many themes continued from years prior, various regulatory and structural changes have …
With 2025’s deal momentum expected to continue into 2026, attracting and retaining key talent remains critical amidst economic and political uncertainty. Macroeconomic indicators are mixed, with stable economic growth and easing interest rates coupled …
Key Takeaways Prepare for a less predictable 2026 proxy season. Proxy advisor policy changes, evolving Rule 14a-8 processes, and shifts in investor stewardship are likely to affect shareholder engagement, voting dynamics and disclosure expectations. Review …
Posted by the Harvard Law School Forum on Corporate Governance, on Friday, January 30, 2026 Editor's Note: This roundup contains a collection of the posts published on the Forum during the week of January 22-28, 2026 Posted by Simon Toms, Kate Jackson- …
During the previous two decades, the four of us have published many of studies on shareholder activism and mergers and acquisitions at leading academic outlets. But until this paper, Antitrust, Anti-Activism, neither we nor anyone else had uncovered the …
Below, we discuss key 2025 developments in each of the following areas: AI AI fervor is ubiquitous—it has been a key driver of M&A activity this year, as almost all companies in almost all industries now view it as imperative to have these capabilities …
INTRODUCTION For more than a century, Delaware has reigned as the favored domicile for U.S. companies, celebrated for its deep body of corporate law and its specialized Court of Chancery that resolves corporate disputes between sophisticated parties and …
The recent announcement by the SECʼs Division of Corporation Finance that its staff will not, during the 2026 proxy season, “… respond to no-action requests related to any basis for exclusion other than 14a-8(i)(1)” leaves both companies and investors in …
Legal academia is full of brilliant scholars doing important work. But a small group of law professors have done something rather unusual: getting past the notoriously demanding referees at the Journal of Finance, Journal of Financial Economics, and Review …
Enhancing the Public Company Disclosure Framework Thank you, Dave [Lynn], for that kind introduction.[1] I appreciate the opportunity to deliver the Alan B. Levenson Keynote Address, named in honor of the former director of the Division of Corporation …
After a decade of complete primacy, performance-based share units (PSUs) are undergoing a moment of intense scrutiny. Investors like CII and Norges Bank are questioning whether: PSUs should be the prevailing form of long-term incentives for CEOs, and …
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